SPOKANE, Wash. -- ISC Systems Corp., maker of automated computer systems, confirmed longstanding rumors Wednesday that it is being taken over by The Olivetti Group of Ivrea, Italy, a leading European computer firm.
In New York, Olivetti announced that its board of directors had unanimously approved an acquisition agreement that will merge ISC with Bunker Ramo Corp., Olivetti's wholly owned U.S. subsidiary.
The merger transaction was valued at $174 million and calls for the purchase of all outstanding shares of ISC common stock at $12.25 a share, in cash.
ISC is one of several successful Spokane computer firms and has been a leading supplier of branch automation systems to savings institutions, credit unions and commercial banks in the United States.
'ISC shareholders, customers and employees will all benefit from this agreement,' said Ted DeMerritt, ISC chairman and chief executive officer. 'We and Bunker Ramo have developed our strengths by serving complementary sectors of the financial services industry, and the merger will provide us with an even stronger position in our branch automation marketplace.
'In addition, Olivetti's technological strength and experience in minicomputers, personal computers, networking and systems software can be utilized for new product offerings.'
Vittorio Cassoni, managing director and chief operating officer of Olivetti, said, 'This acquisition reinforces our worldwide position in banking automation. It greatly expands our market share in North America, complementing our leading role in Europe and Japan.'
Key management from both ISC and Bunker Ramo will manage the combined company, according to the merger agreement.
James D. Lindner, currently president and chief executive officer of Bunker Ramo, will become chairman and chief executive of the new company, while John Lindeblad, currently president and chief operating officer of ISC, will retain that position with the new company. DeMerritt, current chairman of ISC, will be vice chairman of the new company.
ISC said Dec. 22 it was holding discussions with a potential suitor. Four weeks later, terms of a proposed sale were outlined, but the buyer's name remained secret.
At about the same time, ISC announced a restructuring that could eliminate as many as 120 jobs at its Spokane plant, where about 750 were employed as of Jan. 1.
'Both ISC and Bunker Ramo have approached the banking market by offering value-added turnkey solutions to branch office automation,' said Lindner. 'We both stress customer service from the system's design through installation, to ongoing support and enhancement. Our marketing philosophy and market coverage mesh very well.'
The merger agreement is subject to the customary closing conditions, including approval under the Hart-Scott-Rodino Antitrust Improvements Act, and approval by ISC shareholders, but is not subject to financing, ISC said.
